euro adhoc: ProSiebenSat.1 Media AG / Mergers - Acquisitions - Takeovers / Ad Hoc Disclosure under Sec. 15 of the German Securities Trading Act ProSiebenSat.1 Media AG Acquires SBS Broadcasting Group

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Company Information

27.06.2007

Munich, June 27, 2007. ProSiebenSat.1 Media AG is to acquire SBS
Broadcasting Group. The transaction volume totals EUR 3.3 billion.
The ProSiebenSat.1 Group and the shareholders of the SBS Broadcasting
Group signed a share purchase agreement today. The closing of the
transaction is not subject to approval by antitrust or media
regulators. The share purchase agreement will be completed by the
beginning of July 2007.

Through this transaction, ProSiebenSat.1 Media AG, Germany´s largest
TV corporation, intends to create a pan-European broadcasting group.
Through internationalization and accelerated diversification of
revenue sources the Group will significantly reduce its dependency on
the German TV advertising market.

As a result of the acquisition, the ProSiebenSat.1 Group will be
active in 13 European countries. The new Group will have 24 free TV
stations, 24 pay TV stations, and 22 radio networks, among other
assets. The ProSiebenSat.1 Group will expand its reach to more than
77 million European TV households, placing it second among TV
providers in the EU. On the basis of a pro forma calculation for
2006, the SBS acquisition will increase revenues by 48 percent, from
EUR 2.1 billion to EUR 3.1 billion. EBITDA will grow by 43 percent,
from EUR 484 million to EUR 691 million. SBS´s recurring EBITDA in
2006 was EUR 207 million. For the first quarter of 2007, SBS showed
EBITDA growth of EUR 16 million, or 79 percent, to EUR 36 million.

Citigroup has confirmed in a financial fairness option that the
enterprise value underlying the transaction is fair, from a financial
point of view, to ProSiebenSat.1. The Company expects that the
transaction will increase underlying earnings per share, and that the
generated returns will exceed the ProSiebenSat.1 Group´s cost of
capital over time. Synergies from the merger are to be between EUR 80
to 90 million per year, two-thirds of which come from cost savings
and one-third from additional revenue potential. The full value of
the projected synergies is expected to be realized as of 2010. The
acquisition will be financed entirely with new syndicated credit
facilities provided by a group of banks and institutional debt
investors led by Bank of America, Calyon, Credit Suisse,
HypoVereinsbank, JP Morgan, Lehman Brothers, Morgan Stanley and Royal
Bank of Scotland. The Company intends to redeem EUR 150 million notes
prior to their maturity in May 2009 by exercising the make-whole
provision in August 2007.

The new Group, which will continue to bear the name ProSiebenSat.1
Media AG, is to be headquartered in Munich. Integration of the two
groups is to begin immediately after the transaction is completed.
Patrick Tillieux, Chief Executive Officer of the SBS Broadcasting
Group, will join the Executive Board of the ProSiebenSat.1 Group as
Chief Operating Officer, with responsibilities for international TV,
radio, print and group operations.

As part of the takeover of the SBS Broadcasting Group, the
ProSiebenSat.1 Group could get a new strategic shareholder in
mid-2008. Telegraaf Media Groep N.V., which held 20 percent of the
SBS Broadcasting Group, has an option to reinvest in the new group
and to acquire 12 percent of the voting common stock held by Lavena
Holding 5. Upon exercise of the option, Telegraaf Media Groep would
hold 6 percent of the ProSiebenSat.1 Group´s share capital. Lavena
Holding 5 would then hold 44.7 percent of the share capital and 76
percent of the common stock, compared to the former 50.7 and 88
percent, respectively. The free float of 37.3 percent of the capital
stock would remain unchanged.

end of announcement euro adhoc 27.06.2007 01:58:32
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ots Originaltext: ProSiebenSat.1 Media AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Katja Pichler
Company Spokesperson
Tel.: +49 (0)89 9507 1180
E-Mail: Katja.Pichler@ProSiebenSat1.com

Branche: Media
ISIN: DE0007771172
WKN: 777117
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, HDAX
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